The Hunter of Heroes
by let-threedom-ring
Summary: AU. SHEILD needs a team of people who can fight the battles they just can't-and they need one fast. An alternate route for the Avengers, and some familiar faces, are recruited by none other than our favorite agent. Follow the process of what it takes to truly takes to be an Avenger and if the man for the job can turn a group of VERY different individuals into a team of heroes.
1. Chapter 1

_**A/N:** Hello! So a few quick things before y'all start reading. The reason why this is AU is because the characters are younger than what they are in the movies, and the sequencing of events is different, so it' like the Avengers never happened and they are being told about it for the first time. It is strictly movie-verse and there will be plenty of our favorite characters who will be returning. Also, because of the characters ages being younger, like in their 20's, some will be attending a school-like setting at SHEILD. That will be explained in later chapters and it is not to be confused with a High School AU. So with that, Enjoy! (oh, and constructive criticism is GREATLY appreciated- as are reviews!). One last thing; Shout-out to my wonderful beta _SubwayWolf! _On with the story!_

* * *

The offices looked gloomy and dark and none of the lights were on. There was no frantic typing keyboards, no stapling noises, and all the phones were eerily silent. The doors didn't squeak, there was no 'ding' of the elevators, and the stairs were barren.

All the blinds were closed tight and as he looked out of the only open window into the parking structure across the street, there were only two cars:a small convertible and a sleek black cruiser. His wasn't the latter.

He turned around to face the main entrance of the facility, where he saw the faint shine of the granite floors- it seemed that the janitors had just left. It felt different being in this building all alone. The walls looked bigger, the corridors longer, and the ceiling higher, even though it structure was already seven stories up. He felt small and insignificant, although he knew that completely contradicted the reason why he was here at three in the morning in the first place.

He sighed deeply before hopping in one the empty elevators, which felt very weird to him as well. He had no idea why the Director wanted the building evacuated; it was just a meeting, after all. He guessed that it indicated how serious of a meeting it had to be here in the S.H.E.I.L.D quarters, and no one was even allowed on the premise until the few hours passed. A big meeting indeed. The man punched in a button and waited for the elevator to descend down to the basement. He looked at his watch;he was right on schedule.

Suddenly, his phone violently vibrated. He reached in his pocket and checked the caller ID. He quickly picked it up.

"Yes, sir?"

"Almost here?" replied a deep voice.

"On my way." With that, he ended the call and slid his phone back into his pocket.

As if on cue, the elevator doors parted open and he walked out hurriedly. His briefcase started to slide within his hand and it was then that he noticed he was nervous -_ver_y nervous. He wasn't all too sure been hired a few months ago, it was not the first time he had met with the director. In fact, many considered him to be the Director's right-hand man, despite how young and inexperienced he was compared to his fellow co-workers, it wasn't like he had a special title or anything

He was in the middle of an interesting dream when he was woken up by the director's call, and the tone of his voice suggested that the matter was very urgent. He was sleep-deprived and hungry this very early morning. The man rounded down the end terminal where the director's office was straight ahead. Once again, he punched in a few numbers in the lock pad and the heavy door unlocked.

He opened it to find a man sitting across from him with his elbows on the glass table and his hands resting above his mouth in deep concentration. His eyes, one of which was covered, focused on the multi-colored files below him, scanning photos, documents and data. It was a few moments before he noticed that there was someone in his office. He looked up and gave his colleague a curt nod, signaling him to sit.

"Coulson," the man greeted.

"Director Fury," the agent exchanged, lowering himself into the leather seat. His office was neither too big, nor too small. It had enough capacity to hold a team of ten, give or take a few. The walls were a dark gray and the only source of light was the desk lamp at the corner of the table. Coulson wasn't sure why he couldn't flip the lights on but the lamplight gave him a foreboding guessed that in a place where technology is rapidly evolving people, he'd like a touch of 'old-fashioned' once in a while. However, Coulson calmed himself and waited for Director Fury to introduce the meeting's purpose. But Fury started in a more bunt fashion that he expected.

"Coulson, we have a problem," he said in a very serious tone.

The agent's pulse began to race a little. _Surely, I'm not about to be fired, am I?_ He had only been here a few months._ Although that is longer than some employees here_, he reassured himself_._ Then his eyes widened.

"Director Fury, if this is anything about the incident in the men's bathroom, let me just say one thing about the toilets here-"

"Agent Coulson," the man began, clearly seeing Coulson's anxiety, "by 'we' I meant S.H.E.I.L.D."

Coulson immediately shut up, then sensing the awkwardness in the room, he let out a small cough to which his boss gave him an odd decided not to question his little rant for the time being.

"Problem, sir?" Coulson recovered.

Fury scooped up the files and leafed through them.

"Yes. So big that the Board has to get involved."

Coulson raised his eyebrows slightly. He wondered what that entailed.

"So what does the Board want?"

"There has been an increase lately of 'supernatural' activity. Foreign signals in our radars, random-ass languages in our codes that not even our team of Linguistics can figure out, and unexplainable forces are infiltrating our systems. It's been kept a secret for a while, but now you, the Board, and I are the only ones who know about this. Not only that, but both allied countries and our enemies are building better, stronger, more dangerous weapons and machinery. It's getting harder and harder to keep up with them. Most of our agents are getting tightly wound now, since we are forced to double their work load with difficult missions. All because of that screwed up piece of company legislation stating that no one can do these sorts of jobs unless they're under the age of thirty five!"

Couslon remembered that day clearly, they the headquarters had to let go of more than forty agents and associates. It was _his_ first day of work.

Fury continued his lecture, "If SHEILD continues down this road, this facility may come to a halt. We are digging ourselves a hole that might be too deep to crawl out of." The Director sighed sadly and took a small swig of his water.

As his boss glanced over the files again, Coulson could almost see the wheels in Fury's head turning. Fury cared too much about this organization to let it go and the fine gray hairs on his head proved it.

"So, what do we do?" asked Coulson with as much confidence as he could muster.

Fury drummed his fingers on the table irritably, "The Board wants to hire around fifty more agents and crew members. They are even willing to take in individuals who don't know shit about shooting a gun. They want us to train them, prepare them, and send them to God-knows-where. All in the time span of less than a year."

By the Director's tone, Coulson could tell he was less than pleased with the plan. Nevertheless, Coulson broke out his notepad and calculator from within his suitcase and started scribbling down numbers and phrases.

"How soon are we going to begin this, Director?" the agent flipped through his calendar, "Next month seems to be free of any heavy reprogramming-"

"We're not."

Coulson stopped scribbling.

"What do you mean 'we're not'?" Coulson said disbelievingly.

Fury let out a dark chuckle. "Their idea is idiotic and inefficient. It's almost impossible. Plus, we don't have the time and we don't have the money."

Coulson edged to the end of his seat, "I thought we were a multi-million dollar company..."

"That's right agent. 'Were'. We have wasted lots of our money in pointless research. It turns out that the Head of Admissions and Management was approving people who were not qualified for our researching jobs and turning down people who were!" Fury said angrily as he pounded his fist on his desk. "It has cost us thousands upon thousands of dollars. Needless to say, Ms. Davis is no longer part of faculty."

Coulson closed his eyes and pinched the bridge of his agent's mind was trying to soak in all the information, letting it settle into his head."Well, what are we going to do instead?"

There was a very long pause between the two SHEILD members. The room filled with silence, only a faint putter and patter could be heard in the distance. Rain started to pour outside. Fury rubbed his face and began to burn a hole in the table with his eyes. Coulson sensed the complexity of the issue as he glanced at his boss. Finally, after what felt like days, the Director spoke up.

"I have decided to create a sub unit within SHEILD. A smaller, but powerful division of the agency which focuses on a particular group of who can fight the battles that we just can't."

"Like the Navy SEALS?" Couslon offered.

Fury pondered on the idea, "Yes and no. Yes in the regards that these people will be elite, they will be chosen in an exclusive matter and they will be top secret. No to the fact that they won't all be on the battlefields or the front lines."

Coulson leaned forward in is chair, very interested._ The new Head of Admissions and Management is never going to see the day of light for a while_, he thought to himself.

"Some," Fury explained, "will be Heads of their own sub departments, while others will be behind lab tables and computers. And of course, the ones avenging situations. It's a team made of the best and brightest individuals we can find." Fury then slid the small pile of documents over to Coulson.

Coulson simply stared at them, not sure whether to read them or avoid the gaze of this boss, he asked, "Does the Board know about this?"

"No. Not yet, it's still a developing program. Until we have hard evidence and proof that we have this thing under control, they won't even _look_ at the Initiative."

Curious, the agent opened on of the folders, his eyes scanned some information.

"That's for the new Head of Admissions and Management for the Avengers," Fury reminded him.

"Oh, of course," Coulson said mentally scolded himself for his intrusion and set the file back on the table.

"Agent," Fury said slowly, as if Coulson didn't catch what he just uttered,"_You_ are the new Head of Admissions and Management for the Avengers."

Coulson's head snapped up, shocked. _What?! How? He has got to be joking._ But Nick Fury doesn't joke. _Why me?_ There were so many questions, but instead of asking one appropriate to what he was feeling, his brain chose a different one."They're called 'the Avengers'?"

The corner of Fury's mouth twitched, "Yes, I thought it was fitting."

Coulson nodded numbly, still overwhelmed from his promotion,hesitated before inquiring, "Sir? Does the Assistant Director know anything about this?" Coulson asked this because he realized that Agent McCollum was not accompanying them.

An expression that Coulson couldn't decipher appeared on Director Fury's face."No, Phil. Agent McCollum has gone missing."

"_Missing!_? What?!"

"That is an issue for another meeting, Agent. But, rest assured, we have our top agents and scientists investigating nonstop. The Head of Investigations is keeping me updated every few hours," Fury looked down at his watch," The morning custodians are going to be here soon. We best get the day started."

Coulson stoop up and packed up his briefcase, throwing in his notepad and calculator. He gathered up his new files and thanked the Director for his promotion and patience. Coulson was about to close the heavy door behind him (which didn't seem so heavy now) when he remembered a question he'd been meaning to ask. He slowly turned around to face Fury.

"Director Fury," Coulson started. Director Fury looked up from his desk and blinked."Why me?"

Fury suppressed a smile to keep the exchange professional."Why not, Phil?"

It was then that the fair-skinned, brown-haired agent with his infamous sunglasses truly respected every fiber of the Director's being, eye-patch included. The fact that Fury decided to assign a 'newbie' to one of the most important jobs for an extremely important initiative showed how much he actually trusted him. And trust is not an easily gained quality with Fury. It spoke volumes. Filled with a new found feeling of importance, Coulson nodded a brief 'thanks' and turned towards the door.

"And, Coulson?"

Coulson backtracked, "Yes, Director?"

"I need candidates for the Avengers here, in my office, ready for interviews, by no later than next week."

"Yes, Director Fury," he answered and left the office behind him.

Before stepping into the elevator he let out a small celebratory punch in the air he had been holding in. The agent boarded the life and his mood dropped, but not nearly enough to damper his spirits. "Shit," he muttered, "_I'm_ not going to see the day of light again. He flipped through the documents and data as he waited for the elevator to open. _Where to start?_

Coulson was reading snippets of data and statistics that caught his attention. He noticed that most of the individuals that SHEILD was interested in recruiting were quite young and quite different. One file he held in his hand was one of a kid in _high school_ while the other was one of an individual with a doctorate. He found a pair of relatives with strange names and some candidates with unique backgrounds or abilities. It was a daring mix should they all _want_ to be apart of the Avengers.

The elevator doors opened once more and he made his way up to his humble office which was a few floors soft rumble of sounds below him indicated that co-workers and faculty were now arriving as they begin to start their busy days as well. As time passed, he heard the faint noises of the staples, phones, and elevators all come back to life and he saw more cars fill up the parking structure. He contently sighed and signaled a polite 'hello' to a few fellow associates in the corridor. Sure the headquarters was a place of stress, pressure, and importance, but no place has ever felt like home to Coulson than here. They were a dysfunctional family and he liked it that way. To his amusement, the facility was only about to get even more hectic based on his short knowledge of what he's read so far.

Coulson arrived at his humble office ready to fully review the candidates.

He poured himself a cup of coffee -no sugar -from the break room and settled down to begin working. On his desk was a small black box, almost like an engagement ring box. Coulson searched for some type of note to accompany it but no such luck. He concluded that it couldn't be anything intimate. He also wondered if some confused person left it in the wrong room, which wouldn't be entirely improbable. There were over a hundred different offices in the headquarters and it was likely that someone got off a floor too early and delivered it to the incorrect room by mistake. He pushed it gently aside until he could contact maintenance later, pulled out his files and took off his sunglasses.

The filer were color coded in an order the agent knew nothing of. So, after much internal debate, he decided to go with his logic and reason and chose the folder of his favorite color: navy.

"Ah," Phil murmured," the high school kid." Clearly the youngest of the bunch. Coulson wasn't sure whether it was a beneficial thing for the kid. To have a powerful organization wanting you for- what _did _they want him for, again?

He flipped to the informational page. Coulson raised his eyebrows,impressed at the bountiful newspaper clippings. They read: "Saved by the Mask", "Spider-man Does It Again!" or "Citizens in Search of a Hero". He read over them briefly and highlighted important phrases. The kid had amazing abilities. It's not every day that SHEILD stumbles upon a person who has the same capabilities of an arachnid. Coulson took out his phone to look at his schedule. He will have to visit the high school first thing tomorrow morning. The digital clock on his desk displayed the time: 4:30.

"Too early for school..." He shrugged and picked up his office phone anyway, deciding that he'll leave a message. Coulson clicked some numbers and pressed the phone to his ear. He counted the number of rings in his head and waited for the tone to record his voice message.

"Hello, this is Phil Coulson of SHEILD regarding a call that you may or may not have received. In case you have not this call is also regarding a student by the name of Peter Parker. It's nothing to be alarmed about. Please call us back further information. Thank you." He recited as friendly and as professionally as he could.

Coulson went to the research department downstairs to ask for some telephone numbers and addresses that he though may become useful or come in handy. When he returned three hours later was after being caught up in other work related errands he saw the blinking red light on the land line box. They had already returned the call.

"Let's see if we can catch this spider in our web," he said, chuckling softly at his own joke.

* * *

_**A/N:** Thanks for reading, and don't forget to review! (I respond back to all reviewers). Stay tuned..._


	2. Chapter 2

**Hey y'all! Just wanted to thank the people who have favorite/followed this story. I do have some suspicions as to why this did not as many views/reviews as i intended (the picture a total random one!) Sorry it took so long to update, my beta reader has not gotten back to me yet, so I just decided that i'll post this chapter without on (so you may expect some mistakes). i didn't want to keep you all waiting! **

**Yes, there will be other relationships within the Avengers later in the story, i just haven't gotten there yet, but it will come I promise. Quick shoutout to the veterans and solders overseas or here at home; your work his greatly appreciated and your heroism valued. Come home soon. Please.**

**Without further ado, here's the next chapter! (psst! i'd LOVE for some thoughts and comments on my work so far, so if you are not busy, and i know you aren't... please take some time to review. i do respond to all reviews.) Or if your interested in beta-ing this story pm me.**

* * *

The loud buzzer signaled the end of another prosaic period of English. Rushing and jamming everything in his backpack, Peter Parker did _not _want to stay in the class a second longer. He swung his beat-up backpack over his shoulder and dived into the crowded hallway when he heard his name being called somewhere behind him.

"Mr. Parker!" a sharp voice ringed into the corridor. Mrs. Taylor, his English teacher, was signaling him back into the classroom.

"No..." he groaned to himself, tossing his head back before his teacher noticed.

"Yes, Mrs. Taylor?" he signed.

Mrs. Taylor gave him a pointed look," You are wanted in the office."

Taken aback, Peter asked, "Did I do something wrong?"

"Not that I know of."

Still not exactly reassured, Peter left the classroom a bit worried. He had never been called into the office before...except for that time in third grade when he left his science project at home. Frogs and all. His uncle dropped it off at the office, where an embarrassed Peter was waiting for him. Those where the days. Then Peter's heart plummeted. _What if something happened to my uncle- or Aunt May! _Now panicking, Peter raced down the hallways and down two flights of stairs, dodging people with a considerate amount of ease every few feet.

By the time he reached the ground floor his heart was pounding hard. Despite having to run a good distance quickly, he was not out of breath, tired, nor was he panting. It was one of the many benefits of his...condition. Peter looked around for a sign of his guardians. They were nowhere in view. He opened the door and entered the office, searching for a familiar face. He found a few.

There was the scrawny, freckled Travis, a druggie from his math class, sleeping. There was a girl that lived down his street who seemed on the verge of tears. In the back was a man in a suit and sunglasses and in the corner was a mob of teachers exiting the teacher's lounge, ready to start their second periods. _Lucky them_. Neither of his guardians were anywhere to be found. So if he wasn't called up because of them, what else could it be? Peter cracked his knuckles and decided to visit the front desk.

"Um, excuse me?"

The women didn't bother to look up, she just sat there staring and clicking away on the computer. Her curly hair was covering most of her eyes and all Peter could see was her black, square framed glasses. They were quite similar to his, he noticed.

"Yes?" she lazily replied.

"I was called down here and I'm not sure why."

The secretary sipped her coffee, "Hmm.. what's your name?"

"Peter. Peter Parker." he replied distractedly as he peered behind her to scope out the cubicles, hoping his aunt or uncle were somewhere in there.

The women glared at Peter with a slight suspicious stare through the curls of her hair. She brought down her glasses to the tip of her nose. Her eyes flickered up and down Peter's stature, clearly sizing him up. _What the hell is she doing? Getting ready to wrestle?_ The secretary then pointed a finger in Peter's direction.

"_He _wants to speak with you."

Because of the edgy tone in her voice, Peter turned around hesitantly.

"Who, _Travis_?" he asked supremely confused. At the sound of his name, Travis snapped his head up from his nap.

"Bonjour Peter."

"No" the women snapped,"_that_ man in the back."

The slender man, who couldn't be older than twenty five, stood up with a briefcase and approached Peter. He stuck out his hand.

"Mr. Parker."

Peter looked down at the formal outstretched hand. In spite of his bewilderment, he shook it anyway. He hoped that he appeared cool and collected because he was truthfully far from it. _What the hell is going on? Is he a lawyer?! Am I in trouble? I'm still too young to be going to jail... Oh my God, Gwen his gonna kill me. Holy shit what about our relationship? Fuck, how the hell am I going to break this to my uncle without being murdered?! This is it. I've met my end. I can't believe -_

_"_Er- hi," he found himself saying.

The man chuckled, but not so much in a serious matter. In fact, for some bizarre reason he seemed impressed.

"You have a firm handshake. We like that," he commented.

"Thank you?" Peter was starting to get creeped out.

"I'm Phil Couslon."

"What do you mean by 'we'?"

Coulson studied Peter for moment and then promptly asked the secretary, "Is there a room were we could talk? Alone?"

Peter swayed uneasily.

The women jerked her chin towards the door in the corner. "The teachers just left the lounge."

"Thank you." Coulson responded and let Peter step in the room first.

Peter cautiously went in to room and sat down in one of the cushioned chairs. He noticed that on the counter was a pile of zip-locked bags with various types of cell phones and iPods. He smirked. So _that's_ where they take them. But his light mood was soiled by the steady stare of the man in front him, this Phil Coulson dude. Although he was probably meant to feel intimidated, he wasn't. Not in the slightest bit, which was something he found to pride himself in.

"So," the man began, "You're probably wondering why you are here. With me. Alone."

"Not really."

Coulson gave him an estranged look.

"I was joking."

"Right." he agreed, pulling his briefcase in his lap and indulging himself into it's contents. "Now, first things first I need you to sign this document stating that everything breathed in this room is strictly confidential and that you will not speak anything of _any_ of this beyond this room." He pushed the piece of paper and a pen to Peter.

Reluctantly and suspiciously Peter signed it.

"Good. Now I'm not going to sugar-coat anything for you from this point on. So, you want to know why your here?" Peter nodded. "Your skills are needed."

Peter's blood ran cold instantly. _They know. How do they know?! Spider-man cannot be unmasked!_ And as if reading his mine, Coulson said, "Yes, we know that you're the boy behind the mask. You have incredible talents, the kind that SHEILD is looking for. Not only that but you're a science prodigy waiting to happen."

"Mr. Couslon-"

"Sorry, it's 'Agent' Coulson," the agent interrupted politely.

"Okay," Peter said, _as if that makes things better _he thought, but appreciated the polite gesture, "Who is SHEILD?"

Coulson smiled, "It's an agency that does it's best to protect the world from supernatural or deathly forces. But covertly. You would be in a smaller division of SHEILD, a team made up the best recruitment we could find. You guys would be taking care of the 'supernatural' side or missions that our organizations was just not intended to do."

"So like the Power Rangers?" Peter grinned.

"More like Navy SEALS-meets-Power Rangers," Coulson gazed in the distance with his hands in the air as if he was pointing out a dramatic headline,"but in essence, yes."

_Maybe this meeting's not so bad after all..._

"You'd come with us, we'd train you to your full potential. You'd live in the Helicarrier for a bit until we could get missions sorted out and stuff," finished Agent Coulson with an apologetic expression. There was a lot to take in.

"Okay," Peter said, grasping the concept gradually, "what about my uncle and aunt?"

"I've already talked to them."

"And...?"

"Well, they are not exactly ecstatic but they are willing to cooperate- that is _if_ you even make the team."

Peter scrunched his nose. "What, I'm not on it yet?"

Coulson laughed," No, there is still an assessment that you have to complete. The Head of SHEILD reviews that, he is the ultimate decider, but I do have a strong say."

The young boy thought the facts over. It certainly was an opportunity, nothing like this may ever happen again. He might actually _belong_ somewhere for once. The thought of being surrounded by people like him, made his heart inflate. It just seemed to unreal for him, like there's a catch. There had to be one, right?

"And Aunt May is okay with this?" he double checked.

"Yes, but she was certainly adamant about your education," Coulson replied, "But don't worry, we've hired a few teachers onboard."

There's the catch. At the sight of Peter's face, Coulson smiled.

"It won't be that bad. I'm one of them."

"Seriously?" Peter raised hopeful eyes.

"No, I was joking."

Peter tried to glare at the agent, but he found himself chuckling aloud instead and threw his hands up in mock surrender. They talked causally to each other for the remainder of the period, which Peter did not mind at all. This Agent Coulson was growing on him and he definitely was a lot more comfortable now than he was before the meeting. Even though the man had an explanation for almost everything, there was still one though nagging at the back of Peter's head. _Gwen_.

The agent looked at his watch, "We'll nutrition is going to start soon, you best be getting back to the wonderful world of education."

Peter huffed.

"I mean it. You'd be surprised how far some writing and numbers could get you." Agent Phil Coulson advised and stuffed the files back neatly in his case and stood up to leave. Peter stood up as well, running a hand through his barely gelled hair.

"I know this is a lot to think about, we understand how pressuring it could be to have a secret identity - Spider-man in your case - look after a city, and maintain a decent GPA. " Coulson said, "but in this way, you won't have to do it alone. You'd be part of a team."

Peter shook the man's hand as firmly as the first time. With one last look at the kid in tattered jeans, a blue cotton shirt and pair of witty glasses so match his sense of humor, Coulson said softly, "Just think about it, okay?"

"I will," promised Peter. Agent Coulson nodded his head and flipped down his shades.

"I'll call you next week with more information. Hopefully you'd reach a decision by then."

A week seemed too short for Peter's liking, but it would have to do.

"Oh, and remember: if you mention a syllable of what went on behind those doors, your offer will be revoked and your name blacklisted on SHEILD's admission forms." he finished, pointing a finger at Peter.

"Is that what the paper said?"

Coulson smirked, "Rule number 5: always read what you're agreeing to."

"Can you make a tiny exception?" Peter pleaded.

"You can't be serious..."

"Just one person. Let me have one person. You honestly cannot expect me to keep my mouth shut without imploding from excitement," he reasoned.

"That was the plan," the agent muttered but put on an indifferent face, "Who did you even have in mind, Peter?"

"My friend, Gwen- well, she's more like my girlfriend." Peter said, surprising himself with his shyness of saying the last word.

Couslon tried in absolute best not to roll his eyes. It worked to some degree.

"Peter, just because you like a girl, that doesn't mean that they are complete trustworthy. Believe me, I've had my fair share."

"No! She's different. I promise," he urged.

"How could you know?"

Peter struggle to find the words to explain how loyal and impressive Gwen was to the agent without sounding why and without going on a rant.

"Because I just got offered an amazing opportunity. If I didn't trust her with very fiber of my being, I'd be throwing that opportunity down the drain. Why the hell would I do that?!" Peter didn't mean for it to come out as aggressive as had.

Agent Coulson thought it over, thinking of all the possible situations that could happen. The good and the bad, but the bad outweighed the good by a landslide. They both eyed each other evenly.

"That must be quite a girlfriend you go there," Couslon finally said with a hint of sarcasm that Peter obviously didn't catch. Peter gave a small, proud grin.

"Yes, Agent Coulson. She is."

Coulson sighed, "Alright, fine. But know this; if our efforts to bring you into the Avengers Initiative leak out in any way, shape or form, you two may - no _will_ find yourselves living very difficult lives."

Peter nodded gratefully, not daring to say another word ion case the agent changed his mind. Coulson gave him warning look, shook his head and mumbled something to himself and left the office, From the office's large windows, Peter watched him get into his car and drive off into the street. Suddenly the bell rang, second period was over and he didn't want to keep a certain lady waiting.

* * *

Peter had streaked out of the office and ran to the math building where Gwen's trigonometry class was filing out the door. With great impatience, Peter waited for the rest of the students to leave the class, knowing very well that Gwen would be the last one out. At last he saw a blond head bobbing at the end of the line. Much to Gwen's amusement, when she finally free of the room a very excited and bouncy Peter was waiting on her.

"Hey! What's up?" she greeted him with her classic friendly smile. Peter returned the gesture. He noticed she was wearing her favorite printed scarf, paired nicely with blue jeans and a thin green cardigan, her hair tied up with a silk bow.

"There's something I need to tell you."

Intrigued, Gwen tilted her head, "What is-" but the rest of her sentence was lost because Peter grabbed her hand and bolted down the corridor. To Peter's surprise, Gwen was laughing.

"Where are we going?"

"Wait and see!" he called behind him, smiling in spite of his hurry. Gwen shook her head but continued laughing.

"Peter, break isn't that long!"

"I know. We're almost there."

Their surroundings were only blurs to them because of the rate they were running. They weaved through clusters of students, some who had disapproving looks while others thought their antics adorable. A few seconds later, Gwen found herself in empty classroom, a biology one she realized. Peter slammed the door closed and led her to some empty desks.

The twinkle in Gwen's eyes fainted a little.

"This is a classroom."

"I know," Peter repeated, "but it was the only was we could be guaranteed complete privacy."

"Privacy? What exactly do have in mind?" Gwen asked, raising a delicate eyebrow.

Peter's cheeks tinged, "No. Nothing like that!" Peter paused, "Although, that's not a bad idea..." he said, suggestively leaning in closer to Gwen. She slapped his arm playfully.

"Stop," she laughed, "we are going to caught. we aren't supposed to be in here anyway."

"Yeah," he said glancing around the room where posters of human body parts were displayed everywhere, "Kind of a mood killer, isn't it?"

At the very colorful and in-depth diagrams, Gwen concluded that the class was beginning to explore the reproductive system.

"Yup. Definitely a mood killer."

The couple chuckled, enjoying each other's company in the dim lighting of the classroom and suppressed chatter of gossipy teenagers just outside the halls.

"Peter, what did you need to tell me?"

Peter inhaled deeply and recounted the events that occurred earlier that hour. Gwen listened intently, she smiled, gasped, and nodded in all the right places, not interrupting in the slightest way. She herself noticed that she was holding in her breath until the very end.

"...and I've got a week to think about it," Peter finished, looking expectantly at his girlfriend. Gwen was at a loss for worse and she wasn't sure what to think of the entire situation. A man, whom Peter's never even seen before, shows up and offers him a job that involves saving the world on a daily basis with a group of other people who are like him. Not to mention he is getting paid for is and is so secretive there were no answers to all of his question. And SHEILD? Gwen had never heard of them, which said a lot considering her vast knowledge of organizations dealing with... weird sciences and stuff. There were so many questions he had, even though she knew she was never going to get answers to, but then again, didn't she always?

"It is a lot to take in, but it I just have a really good-"

"It sounds unbelievable, Peter!" she managed to get out in her shock, and made sure to give him one her dazzling smiles.

Relieved, Peter hugged her on the spot.

Gwen tried her hardest, but she could help herself from asking, "Peter," she whispered- almost afraid, "how did they know about Spider-Man?"

Peter slowly retreated back to his original desk. A lost expression clouded his eyes.

"I have no idea Gwen, but they do. They had me on their radar for a while, I guess."

Gwen bit her lip. "They must have a really strong radar." She saw Peter's disappointed expression and decided to go a different route.

"Are you going to do it?"

"I'm thinking about it, yeah." Peter took Gwen's hands in his own. "What do you think?"

"I don't think my opinion matters with a subject as colossal as this." She answered truthfully.

Peter waved off her uncertainty, "Of course it matters."

"Peter, I-"

"Gwen, " he insisted. Gwen looked directly into Peter's eyes, she hadn't noticed how many streaks and hues his iris held.

"I think that," she hesitated for a moment but continued, " you should do whatever you think is best in terms of your future."

To Peter's delight, she smiled.

"You really are the perfect girl, you know that?" Gwen shrugged.

"I try." She leaned in and kissed Peter, who in return deepened it. Hands were intertwining in the other's hair as they pulled each other closer.

"Peter," Gwen breathed, "he loved how her breath felt on his neck, "I think someone's coming."

In an instant Peter's quick reflexes pulled them into the side storage room where flasks, chemicals and utensils were kept. There was more than enough room for the two of them, in fact half a class might have fit, but they stayed next to each other, straining to hear what was going on behind the door. The bell for the end of break rang. They casually walked out, Gwen carrying beakers in both hands. "Sorry, Mr. Borgous. The chemistry department needed more equipment." She said in an apologetic voice. Peter stood there awkwardly

"Yeah. She was too short to get them from the top shelves." he added. Gwen coughed something suspiciously like "just stop" but gave Peter a warm smile.

"Thank you, um, what was your name again?"

"Uh, Peter. Peter Parker." He stammered, catching on a little too late.

"Yes. Thank you, Peter."

The biology teacher found the exchange too awkward to bear.

"Just leave," he said.

"Yes, sir." The two students scurried out of the room.

_Teenagers_, the teacher though as he erased the white bored. Outside, Gwen and Peter were having great difficulty keeping in their laughter.

"Remind me to never cover for you again," Gwen said. "You freakin' suck."

Peter frowned. "Ah, you wound me."

Another teacher down the hall saw the pair of teenagers having a laughing fit.

"Get to class! You're late!"

The two quickly said goodbye and headed to their third period, both doing their best not to grin like fools. Little did they know how rapidly their lives will be changing, and that their usual spurts of fleeting happiness will disappearing along with their companionship.

* * *

**Yay? Nay? Tell me what you thought! Constructive criticism is welcomed. Sorry for the short Peter/Gwen scene, there will be more...but not many! Also, this basically the introduction to each character and how they get into the Avengers so it may seem lengthy at times but it will get more in depth and detailed later I swear to you. So, who's next on the list? Coulson gets to pick another color; red. **


	3. Chapter 3

okay, I am SUPER sorry for the lateness of this! and fair warning, I stink at writing Tony, so please bare with me and him!

* * *

In his mind, he could hear the faint murmur of the clear voice. The problem was with his massive, lingering headache, it only made the sound more vibrant and louder, causing him to wince as his head pound. In all honesty even _he_ had to admit he should be far more used to it by now. It only happened practically every weekend but something about how the pain pulsed rhythmically always stumped him—as if his body was part of a grander machine. What exactly happened last night, again? _Oh yeah. Some friends came over. Shit, why do I even call them that? Ah well, a party's a party whether or not you like the people you invite. Was it a good one? I can't remember. Well, there was definitely booze. Check. I believe I found a few pieces of some women's clothing on my way to the bathroom last night. Girls, check. Ugh, just thinking about what kind of music makes my head spin so let's not go there. Jarvis probably put on some predetermined playlist anyway. Check. Couldn't have been a dud so mission accomplished, _Tony concluded. Groggy and hurting, he lifted his head barely on inch from his navy satin sheets to find a petite dent right next to him on the bed.

"Don't remember _that_." He muttered to himself. He lazily rolled his body over to glance at his digital clock. Apparently it was already lunch time and the rumble from the billionaire's stomach agreed.

"Where you saying something to me JARVIS?" he remembered.

"Yes, sir. You have a call waiting for you, but based on your current state, I am not entirely sure you want to contest," Tony could had sworn he heard a mocking tone is JARVIS's voice. Then again, he reasoned it was the alcohol.

Tony thought about it. He was not entirely up to talking to JARVIS let alone anyone else right now, but it was already twelve in the afternoon so to prove he wasn't some lazy-ass and that his previous engagement didn't cripple him, he decided to take it.

"Bring it on, JARVIS." Tony reached for the landline, which was resting on the nightstand beside him, and with great difficulty tried to make out the caller I.D. _What the hell does that even say? _A bit aggravated, he pressed the 'talk' button anyway.

"What the fuck do you want?"

There was a brief moment of silence before the caller replied. "Mr. Stark."

"No." Tony wanted to _feel _productive, he didn't want to actually _be _it.

Undeterred, the professional voice continued, "Mr. Stark, I am calling on behalf of S.H.I.E.L.D. We assume that you're familiar with our work."

Shit. Not again.

" What do want this time? My money? My fortune? My brains? My advice on how to get laid?" Tony added in a low whisper.

The man on the other line sighed. "Mr. Stark, please, let's take this seriously for a moment—"

"Why should I? Your agency has been nagging my ass for years, for the hell cares why. Is your precious facility finally bankrupt? Is that why you decided needed to urgently call me so fucking early in the morning? How many times do I have to say it? I do not want to become a part of your dumb-ass 'super-secret boy band', who may I add are nothing but a horde of nerds with nothing going for them."

There was a short pause on the line. "Mr. Stark, what's the first element on the periodic table?"

Already aggravated, the simple question caught Tony off guard. His brain felt like it was in overdrive, it wasn't easy trying to string coherent sentences together when you've just had one of the worst hangovers ever, let alone trying to remember his chemistry facts.

"What is the first element on the table, Mr. Stark?" the man asked again, a bit more amused this time.

Tony rolled his eyes, still suspicious at the sudden change in subject. "Easy, Helium."

"That's incorrect."

Tony was taken aback. " No. No, it's not. I'm Tony Stark, the famous and unprecedented engineer, remember? I think I fucking know what I'm talking about."

"The first element is Hydrogen."

"Wait. That's not what you said. You asked for the second element."

The man let out a soft chuckle, "Nice try, Mr. Stark. It seems that you are not exactly aware of what is really going on right now. We will call you back at a more appropriate time—maybe when you haven't drank so much. Expect a call later this evening."

Tony was slightly impressed with the trap, but challenged the man anyway. "And what if I just get drunk again?"

"Not likely. Judging from our little assessment, you must have consumed your entire stock."

_Damn_. He was good, but Tony would never admit it. In fact, the thought of drinking again made Tony's stomach jolt unpleasantly. Realizing what events were about o take place, Tony whipped out of bed and made for the bathroom. His bodily noises could be heard from the other line and with a click, Agent Coulson ended the call, smiling to himself.

"Any luck, Agent?" Director Fury asked from behind him.

Coulson stood up and shook his head. "I'll call back later."

Phil started to gather his personal belongings from the director's desk. He had another meeting in twenty minutes regarding another individual they wanted for the initiative. So far, Coulson encountered a rather smooth experience with Peter Parker, but the boy was rather young after all. He wasn't expecting it to be too difficult. Tony Stark he knew would take lots more convincing and patience—and he only really got a taste of it. They needed Stark not because of his money, although they were in a financial crisis, but because of his knowledge with equipment, technology, chemistry and really any thing that the man knew about. After all, the Avengers weren't just made of the muscles, but the brains too. Plus, rumor has it that the billionaire was starting a new project, and even though no one new what it consisted of, there was speculation of Tony buying large quantities of various types of metals. So large, that it was tipped S.H.E.I.L.D. off in the first place. Tony Stark was a genius and it was anybody's guess what his next creation would be. Yes, Tony Stark was essential in the Avengers Imitative. And not recruiting him as part of the team is what keeps the agent up at night.

However, he put the subject of Tony in the back of his mind and prepared himself for his meeting. Just as he was about to exit the room, another agency worker whom Phil didn't recognize, poked her head into the room.

"Agent Coulson, your appointment is waiting in the offices downstairs," she stated expertly. She was well built, not too thin or too muscular. She had her hair pulled back in a tight bun and wore the typical dark navy uniform which accented her light blue eyes quiet nicely. Coulson sensed she was a very 'no nonsense' sort of woman based on her tight jaw and curt stance.

"Um, perfect. Thank you." Coulson replied.

"Agent Coulson, this is Agent Hill," Director Fury said from his desk. "I personally recruited her as a member of the extensive Avengers team. She will be overseeing orders, and eventually given some sort of title, but me first have to wait to see who is on the team."

_Well this is sudden news, _Coulson thought. He hoped that he didn't appear to the director as overwhelmed and busy, but maybe having some help will ease some stress. Coulson offered his hand.

"Pleasure to meet you, Agent Hill."

"Likewise." Agent Hill responded, staring at Phil's out stretched hand, not remotely interested in shaking it.

Coulson could feel the awkwardness of the situation of his hand still extended in the open. He tried to cover it up, "I know there's a bug going around, but I can assure you I'm not sick."

Agent Hill's mouth twitched, "I know."

Not expecting for there to be a quick handshake anytime soon, Coulson subtly put his hand into his pocket. _Okay, not a fan of any physical contact. Good to know._ Director Fury smirked at the uncomfortable introductions. They were his favorite. The two agents stood in silence, each eying each other, each trying to figure the other out. _Typical,_ Fury thought.

"Agent Coulson, don't you have somewhere to be?" Director Fury asked.

Phil cleared his throat, "Yes, of course. I'll report back to you once I'm finished."

With that, he exited the room and speed walked down the stairs. He straightened his tie and fixed his sunglasses. He was supposed to meet another scientist—a female this time—who had a knack for researching and studying planets, stars, galaxies, you name it. It was perfect for the supernatural side of the initiative. Keeping an eye out on where he was going, Coulson reached in his suitcase for the woman's file. He grabbed the dull pink one and didn't some last minute reading. She was 19, with a full ride scholarship to U.C. Berkley._ Impressive_. She had a very long list of awards and recognitions, even for someone so young. _Well, not as young as Spider-Man_, he reminded himself. Still, young enough for this job to take her life by storm and change it.

He arrived at the office, D103, took a deep breath and opened the door.

"Hello, Ms. Foster. It's—" and Coulson suddenly stopped. There was no one in the room. There was a purse and a binder on the table, but no women behind it. He glance around the room and around the hallway. She was nowhere to be seen. He looked down at his watch, it was already ten minutes passed the time they were supposed to meet.

"That's weird-" and once again the agent was cut off, but this time by a startled scream coming from the level above, followed by the sound of bullets. Alarmed, Coulson was about to head up the stairs again, until he was interrupted by a vibrating sensation in his pocket. He picked up his phone.

"Hello?" he answered

"Coulson, this is Hill," a women's voice said.

"What the hell happened up there?"

"It seems there was a security breech and you're not going to believe who caused it." Agent Hill, replied, sounding quite surprised herself.

"Who?" Couslon asked, plugging one ear to hear his fellow teammate correctly since there was lots of animated chatter in the neighboring offices.

"I'm not sure what her name was, but she's one of the people that S.H.E.I.L.D is trying recruit of the initiative, based on the files Fury gave you. She had bright red hair and that's all I got out of the glimpse of her. She was too fast."

"Shit, Barton." Coulson muttered to himself, raking his hands in his hair.

"Excuse me?" Agent Hill said angrily.

'Um, sorry. No, that was not for you. I was talking to myself." He apologized. This was not how he intended his plan to go. At all. This was going to be one of those bad days. Out of the corner of his eye, he saw a woman with light brown hair and round eyes—must be Jane Foster- entering the abandoned office, looking disappointed that no one was there yet.

"So you know something about this?" Agent Hill demanded, snapping him back to the conversation.

Coulson sighed, "Yes, I do. But I don't have time to explain. Ms. Foster is finally here. Just—just access the tapes of the assessments that we've conducted so far for the initiative. You'll find one under the name 'Barton, Clint'. It was conducted a few days ago. Watch it and you'll see what I'm talking about."

"Okay, but who was the woman?"

"That," Phil replied, gritting his teeth, "was the Black Widow."

Silence ensued on the other line. "You're joking."

Once again, Coulson sighed—even deeper this time. "Agent Hill, I really wish I was."

"Fury's going to kill you in your sleep."

Coulson clenched his jaw, "Not if I can help it. _He's_ the one who put her on the list. It's his problem if she doesn't want to cooperate. I got to go. Watch the tapes."

Agent Coulson ended the call and entered the office, finally seeing a woman behind her purse and binder.

"Sorry about that, Ms. Foster. That usually doesn't occur." Coulson said with a sad smile then shut the door behind him.


End file.
